Unilever : Chairman’s Letter & Notice of Annual General Meeting 2022 (PDF 848KB)

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Chairman's letter and Notice of Meeting Annual General Meeting London 4 May 2022

Unilever House, 100 Victoria Embankment, London EC4Y 0DY

Telephone [phone]

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other professional adviser under the Financial Services and Markets Act 2000 as soon as possible. If you have sold or otherwise transferred all of your shares, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.

22 March 2022

Nils Andersen

Chairman

Dear Shareholder,

I write to provide you with notice of the annual general meeting of Unilever PLC (the 'AGM') to be held at 2.30pm BST on Wednesday 4 May 2022 at the Queen Elizabeth II Centre in Westminster, London SW1P 3EE.

At the AGM, Alan Jope, the Chief Executive Officer, will update you on the progress of the business in 2021. Following this presentation, we will have a Q&A session before we conduct the formal business of the Meeting.

Both Laura Cha and John Rishton will be retiring at the conclusion of this year's AGM upon reaching a tenure of nine years. On behalf of the Board, I would like to thank them both for their outstanding and valued contribution to Unilever. In anticipation of these retirements, we felt it prudent to appoint two Non-Executive Directors in 2021 and were delighted that both Adrian Hennah and Ruby Lu agreed to join the Board on 1 November 2021. We are therefore asking you to elect Adrian Hennah and Ruby Lu for the first time at this AGM. All other current Directors, with the exception of Laura Cha and John Rishton, are offering themselves for re-election at the AGM.

The resolutions cover ordinary course business for an AGM. Resolutions 1 to 13 cover consideration of the Annual Report and Accounts 2021, approval of the Directors' Remuneration Report 2021 and the reelection and election of directors. Resolutions 14 to 21 are similar to those which shareholders have passed in previous years, covering issues such as authorities for the allotment and repurchase of shares and the re-appointment of the auditor. Full explanations of all proposed resolutions are set out in the Explanatory Notes to the Resolutions.

Your Board believes that all the resolutions set out in the Notice of Meeting are in the best interests of the Company and its shareholders. Accordingly, the Directors unanimously recommend that you vote in favour of the resolutions, as they intend to do themselves in respect of their own shares in the Company.

Unilever PLC

Registered in England and Wales No 41424. Registered office: Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom

Unilever understands that certain of our shareholders may be unable to attend the AGM in person. We will therefore be streaming a live webcast of the AGM (including the Q&A session) and details on how shareholders can access this webcast are provided on pages 9 and 10.

Shareholders are encouraged to submit questions for the Q&A session in advance by emailing [e-mail] before 1.00pm BST

on 29 April 2022. After responding to these pre-submitted questions, shareholders who attend the AGM in person will be able to ask questions. Of course, you are also invited to write to me at any time should you wish. Alternatively, you may be able to find the answer to your question on our website at www.unilever.com.

Any updates relating to the AGM will be included on Unilever's website (www.unilever.com/agm).

Enclosed with this letter you will find the formal Notice of Meeting being convened, together with the Explanatory Notes to the business of the meeting. Our 2021 year-end documents are available on our website

at www.unilever.com/ara.

You can register your proxy vote either using our electronic voting facility via www.unilever.com/agm or by completing and returning the proxy form, in accordance with the instructions set out on the back of your proxy form. Institutional investors are able to cast their votes using CREST electronic proxy voting.

Holders of shares in the Company held through Euroclear Nederland who wish to participate in the voting process can render their voting instructions electronically via www.abnamro.com/evoting.

As usual at the AGM, all resolutions will be put to a poll. This will ensure an exact and definitive result.

The results of the AGM will be announced on the Unilever website www.unilever.com/agm as soon as possible after being released to the London Stock Exchange.

All your votes are important to us and I would urge you to complete and return your votes by proxy in good time, and in any event no later than 2.30pm BST on 2 May 2022.

Shareholders will have received the Unilever Annual Report and Accounts 2021, or will have been notified of its availability on our website at www.unilever.com/ara. Unilever PLC is encouraging all shareholders to receive shareholder communication and payments electronically as part of a commitment to reducing its environmental footprint. If you do not already do so, you can register to receive future shareholder communications via email by logging onto www.investorcentre.co.uk/ecomms.

Yours sincerely,

Nils Andersen

Chairman

Unilever Chairman's Letter and Notice of Meeting 2022

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Unilever PLC Notice of Meeting 2022

Notice is hereby given that the Annual General Meeting of Unilever PLC (the 'Company') will be held at the Queen Elizabeth II Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 2.30pm BST on Wednesday 4 May 2022 to transact the following business:

To consider and, if thought fit, pass resolutions 1 to 17 (inclusive) as ordinary resolutions:

1. To receive and consider the Accounts and Balance Sheet for the year ended 31 December 2021, together with the Directors' Report, the Auditor's Report and the Strategic Report.
2. To consider and, if thought fit, approve the Directors' Remuneration Report which is set out on pages 84 to 104 of the Unilever Annual Report and Accounts 2021.
3. To re-elect Mr N Andersen as a Non-Executive Director.
4. To re-elect Dr J Hartmann as a Non-Executive Director.
5. To re-elect Mr A Jope as an Executive Director.
6. To re-elect Ms A Jung as a Non-Executive Director.
7. To re-elect Ms S Kilsby as a Non-Executive Director.
8. To re-elect Mr S Masiyiwa as a Non-Executive Director.
9. To re-elect Professor Y Moon as a Non-Executive Director.
10. To re-elect Mr G Pitkethly as an Executive Director.
11. To re-elect Mr F Sijbesma as a Non-Executive Director.
12. To elect Mr A Hennah as a Non-Executive Director.
13. To elect Mrs R Lu as a Non-Executive Director.
14. To reappoint KPMG LLP as Auditor of the Company to hold office until the conclusion of the next general meeting at which Accounts are laid before the members.
15. To authorise the Directors to fix the remuneration of the Auditor.
16. THAT in accordance with Section 366 of the Companies Act 2006, the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective be and are hereby authorised to:
    a make political donations (as such term is defined in Section 364 of the Companies Act 2006) to political parties to which Part 14 of the Companies Act 2006 applies and independent election candidates to whom Part 14 of the Companies Act 2006 applies, not exceeding £100,000 in aggregate in any financial year;
    b make political donations (as such term is defined in Section 364 of the Companies Act 2006) to political organisations to which Part 14 of the Companies Act 2006 applies other than to political parties (to which Part 14 of the Companies Act 2006 applies) not exceeding £100,000 in aggregate in any financial year; and
    c to incur political expenditure (as such term is defined in Section 365 of the Companies Act 2006) not exceeding £100,000 in aggregate in any financial year,
    in each case during the period beginning with the date of passing this resolution and ending at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2023 provided that the aggregate expenditure under paragraphs (a), (b) and (c) shall not exceed £100,000 in total.

1. THAT the Directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £26,559,400, such authority to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2023, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not expired.
   To consider and, if thought fit, pass resolutions 18 to 21 (inclusive) as special resolutions:
2. THAT, subject to the passing of resolution 17 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by resolution 17 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, in each case:
   a in connection with a pre-emptive offer; and
   b otherwise than in connection with a pre-emptive offer,
   up to an aggregate nominal amount of £3,984,879;
   as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment;
   provided that this authority shall expire at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2023, save that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors may allot equity securities and sell treasury shares in pursuance of any such offer or agreement as if the authority had not expired.

For the purposes of this resolution:

1. 'pre-emptiveoffer' means an offer of equity securities open for acceptance for a period fixed by the Directors to:

1. holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings; and

1. 1. other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
2. references to an allotment of equity securities shall include a sale of treasury shares; and

1. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

3	Unilever Chairman's Letter and Notice of Meeting 2022

Unilever PLC Notice of Meeting 2022 continued

1. THAT, subject to the passing of resolution 17 above and in addition to any authority granted under resolution 18 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by resolution 17 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be:
   a limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £3,984,879; and
   b used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of Directors of the Company determines to be an acquisition or other capital investment of a kind described in the Explanatory Notes,
   provided that this authority shall expire at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2023, save that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.
   For the purposes of this resolution, the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
2. THAT the Company be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares of 31/9p each in the capital of the Company, subject to the following conditions:
   a the maximum number of shares which may be hereby purchased is 256,262,000 ordinary shares;
   b the minimum price, exclusive of expenses, which may be paid for each ordinary share is 31/9p; and
   c the maximum price, exclusive of expenses, which may be paid for each ordinary share is not more than the higher of: (i) 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out.

The authority conferred by this resolution shall expire at the earlier of the conclusion of next year's Annual General Meeting or at close of business on 30 June 2023, save that the Company may before such expiry enter into any contract under which a purchase of ordinary shares may be completed or executed wholly or partly after such expiry and the Company may purchase ordinary shares in pursuance of such contract as if the authority conferred hereby had not expired.

21. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

R.L.L. Sotamaa, Group Secretary

22 March 2022

Unilever Chairman's Letter and Notice of Meeting 2022

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